Net Current Liabilities definition

Net Current Liabilities means the difference between the current Assets of the Business and the current Assumed Liabilities of the Business computed in accordance with GAAP consistently applied by the Company in the Financial Statements.

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Net Current Liabilities means (a) cash and cash equivalents, accounts receivable, inventory and prepaid expenses, minus (ii) accounts payable, taxes payable, and other liabilities of the Company and its Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Company and its Subsidiaries as current liabilities, determined in accordance with Schedule C.

Net Current Liabilities means the net current liabilities of the Limited Partnership calculated in accordance with (i) the accounting principles, policies, procedures, categorizations, definitions, methods, practices and techniques specifically set out on Exhibit B, and (ii) to the extent not otherwise addressed in (i) above, GAAP, consistently applied in accordance with past practices, at the Closing Date.

Examples of Net Current Liabilities in a sentence

• For example, if (x) the Net Current Liabilities are $2.5 million, then the Net Current Liabilities are deemed greater than the Guaranteed Net Current Liabilities, and (y) conversely, if the Net Current Liabilities are $1.5 million, then the Net Current Liabilities are less than the Guaranteed Net Current Liabilities.

• For example, in the event that accounts payable are understated in the Closing Balance Sheet, but the Net Current Liabilities as computed in accordance with this Section 2.2(b) are more than (in absolute value terms), there shall be no claim for such item unless the amount, when added to the Guaranteed Net Current Liabilities computed in the Closing Balance Sheet would have resulted in a payment to the Purchaser by the Company.

• Notwithstanding any contrary provision or direction set forth in this Agreement, in the event that any claims are made with respect to specific balance sheet items set forth on the Financial Statements or Closing Balance Sheet accounts, such as accounts receivable, accrued expenses or accounts payable, any such claim shall be analyzed in relation to whether the amount of the claim when compared to the Net Current Liabilities would have resulted in any Purchase Price Adjustment.

• Seller shall not dissolve as a corporate entity until the last to occur of (a) the filing of its Tax returns and the payment of its Taxes for the period through the Closing, (b) Section 9.8 no longer being applicable and (c) the determination of the Final Net Current Liabilities and the payment of any amounts owed under Section 3.6(e).

• Borrowers shall not permit (a) Net Current Liabilities to exceed $36,500,000 as of the end of the fiscal quarter ending nearest October 31, 2004, and (b) the amount of Borrowers' and their Subsidiaries' Inventory to exceed $67,500,000 as of the end of the fiscal quarter ending nearest October 31, 2004 (which amount shall be calculated in a manner consistent with the projections previously delivered to Agent and Tranche B Agent).

• If Parent fails to deliver the Objection Notice within the Review Period, Purchaser’s calculation of the Net Current Liabilities shall be deemed to have been accepted by Parent and shall be final and binding.

• Seller will, in good faith, prepare or cause to be prepared and delivered to Purchaser no later than two business days prior to the Closing Date a written statement (the "Estimated Net Current Liabilities Schedule") setting forth in reasonable detail Seller's estimate of the Business' current liabilities less the amount of any current assets other than Excluded Accounts Receivable as of the Closing (the "Estimated Net Current Liabilities").

• The Closing Net Current Liabilities Schedule and the determination of the net current liabilities, as determined either through agreement of the parties or through the action of the Accounting Arbitrator pursuant to this Section 3.6, shall be final, binding and conclusive on the parties hereto, and shall be referred to as the "Final Closing Net Current Liabilities Schedule" and the "Final Net Current Liabilities", respectively.

• Net Current Liabilities shall be determined in accordance with Seller’s customary accounting practices as more fully described in the schedules of assets and liabilities.

• Not less than two (2) Business Days prior to the Closing, Parent shall cause the Company to prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) that sets forth its good faith estimate, as of the Closing, of the (i) Net Current Liabilities and (ii), if any, the ION Liabilities, in each case as of the Closing and as is reasonably determined by the Parent in accordance with GAAP.

More Definitions of Net Current Liabilities

Net Current Liabilities means the combined consolidated current liabilities of the Conifex Group as determined pursuant to IFRS, applied consistently in accordance with past practice of the Conifex Group as reflected in the Financial Statements (to the extent applicable to such Financial Statements), and in accordance with Schedule “C” hereto, including without limitation Accounts Payable and accrued liabilities (including accrued employee benefit costs, deferred compensation, holiday pay, accrued bonuses and paid time off, accrued Taxes (including employer Taxes)) but excluding (i) the current portion of the Continuing Leases, other than any liabilities relating to any rental period (or portion thereof) ending on or prior to the Closing Date (it being understood that such liabilities shall be deemed to be Net Current Liabilities), and (ii) any Indebtedness (including, without limitation, the Closing Discharged Indebtedness) to the extent paid in full at Closing.

Net Current Liabilities means the current liabilities of the Company and its Subsidiaries (including accounts payable) as of immediately prior to the Effective Time, as determined under GAAP and on a basis consistent with the Company’s accounting methods, treatments, principles and procedures used in the preparation of the Company Financial Statements, but excluding (a) the amount of [*], (b) accrued [*], (c) accrued expenses of [*], (d) deferred real property rent under the Company Leases, (e) capitalized leases (under GAAP), (f) accrued expenses for [*], (g) expenses incurred in connection with the [*] and (h) Taxes.

Net Current Liabilities for purposes of this Section IV shall mean the outstanding principal balance of Revolving Loans as of the date of computation plus the accounts payable of Borrowers and their ---- Subsidiaries as of the date of computation minus cash of Borrowers and their Subsidiaries as of ----- the date of computation.

Net Current Liabilities means all accounts payable to third parties known at Closing, whether payable at Closing or thereafter, all amounts payable at or after the Closing pursuant to Contracts between the Company and third parties (including Parent or its affiliates) in existence at Closing, and all unpaid Transaction Expenses existing at or after the Closing, excluding (i) any amounts owed by Purchaser to the Parent pursuant to Section 7(c) of the CPO & Release Agreement, and (ii) amounts that might otherwise be included as current liabilities but as to which Parent has indemnified Purchaser under Section 2(g) of the Mutual General Release dated as of February 16, 2015, by and among Teva Pharmaceutical Industries Ltd., Parent, Company Shareholder, the Company, Purchaser and Yeda Research and Development Company Ltd.

Net Current Liabilities has the meaning set forth in Section 2.2(b) of this Agreement.

Net Current Liabilities means the current liabilities of the Company and its Subsidiaries (including accounts payable) as of immediately prior to the Effective Time, as determined under GAAP and on a basis consistent with the Company’s accounting methods, treatments, principles and procedures used in the preparation of the Company Financial Statements, but excluding (a) the amount of [*], (b) accrued [*], (c) accrued expenses of [*], (d) deferred real property rent under the Company Leases, (e) capitalized leases (under GAAP), (f) accrued expenses for [*], (g) expenses incurred in connection with the [*] and (h) Taxes. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.